X-Men: First Class is a lot of things jammed into two-plus hours: alternate history, awkward social commentary, love/hate story, semi-reboot of a successful franchise that yielded X2, one of the best superhero films. Director Matthew Vaughns First Class digs into the roots of the long-running ideological clash between upper-class telepath Charles Xavier (James McAvoy) and angry, vengeful Erik Lehnscherr (Michael Fassbender), whose ability to control metal manifests when, as a boy, hes separated from his family by Nazis. Charles just wants to get along with humanity, and maybe help them out from time to time. Erik has a less peaceful relationship in mind.

First Class opens in the 1940s with a familiar sequence from the first X-Men: Young Erik, mentally tearing down the gate that blocks him from his parents. Where the first film cut to the present, Matthew Vaughn (Kick-Ass)s film sticks around to introduce Sebastian Shaw (campy Kevin Bacon), a Nazi with a particular interest in Eriks abilities. Worlds away, Charles Xavier meets a woman in his kitchen who looks ã but doesnt act ãlike his mother. When she morphs into a young blue girl, Charles welcomes her warmly. Theres room in Charles cushy life for Raven Darkholme, later known as Mystique, who hides her natural blue, spiky appearance in the leggy blonde form of Jennifer Lawrence. But she doesnt dominate his life like Shaw dominates Eriks. A few decades later, Charles is a successful academic, but Erik is hell-bent on destroying Shaw.

And Raven? Shes a waitress. Never mind that Charles refers to her as his little sister, and that she was clearly taken in by the Xavier family. Shes not at Oxford with Charles, nor is she enjoying the perks of his privileges: wealthy, brilliant, able to pass as a non-mutant without an iota of effort. Elsewhere, Angel Salvatore (Zoe Kravitz) hides her abilities while working as a stripper; telepathic Emma Frost (January Jones) is bland and sullen as Shaws henchwoman; and Moira McTaggart (Rose Byrne), downgraded from geneticist (in the comics) to CIA agent, endures the dismissal of her colleagues.

None of this is the point of the film, but its impossible to ignore, as is the fate of Darwin (Edi Gathegi), a black mutant on whose face the camera awkwardly lingers after another character speaks of being enslaved by humanity. X-Men: First Class is hiding some smart and interesting ideas under its shiny tale of two men, their glorious powers and their violent falling out. It just cant help but file off the pointy edges of those ideas, rendering the film a philosophical mess.

Somewhere between the Cuban Missile Crisis and Mystiques yearning to be accepted as she is (which manifests as a need to be desired), theres a sharp, unflattering take on Charles Xavier. Was the future Professor X an oblivious young man who lacked the ability to understand the pain of those less privileged than him? If First Class could bring that idea to the fore, it would be fascinating and apt that ultimately, Charles team is largely white and male, with little room for those who dont have such an easy time fitting in and playing the game as its been laid out. But three other films have already given us the future, in which Charles leads the heroes and Erik, now called Magneto, is the humanity-destroying villain. First Class delves further into Magnetos fury, but it still isnt sure how to get around the established idea that vengeance is the province of weak minds. Forgiveness is required of the good. Be nice, or you’re evil.

First Class isnt entirely a waste of time for X-Men fans; McAvoy and Fassbender have glorious chemistry (though the film works very hard to remind you that they are, of course, entirely straight), and as a reboot, it works passably well even as it feels needlessly soon, and needlessly hurried. Its only been 11 years since X-Men; by the end of First Class, our archenemies are exactly as we know them in that previous films timeline. Why the rush? They couldnt have palled around a little longer?

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